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Princess Twilight Sparkle
Princess of Friendship and one of the two main narrators of the story.
- Arbitrary Skepticism: Refuses to believe that Lovecraftian Horror is non-fiction (at least In-Universe), even though she once brought home a Hound of Tindalos
- The Archmage
- Gosh Dang It to Heck!: In contrast to Morpheus' Narrative Profanity Filter.
- Got Me Doing It (or rather, Got Her Doing It): Doesn't seem to realise she's picked up Morpheus' cackle.Has she ever cackled before, or is she just picking up my bad habits?
- Motor Mouth: When in geek mode.
- Must Have Caffeine: She knows the exact dimensions of her thermos for the purpose of teleporting the coffee in and thus preventing wasting time pouring it.
- Not a Morning Person
- Trademark Favourite Food: Has a somewhat guilty passion for Burger Princess.
Prince Morpheus of House Sycadia
Head of the Hive of the First Father since Chrysalis' abdication, he is the second main narrator of the story.
- Affectionate Nickname: "Mo", by Twilight.
- Alcohol Hic: When drunk on Pinkie Pie.
- Awesomeness by Analysis
- The Chains of Commanding: Frequently laments the necessary loneliness of his position.
- Competition Freak: Not to the degree of Rainbow Dash, but he has his moments, particularly when he discovers an opponent that won't let him win out of politics.
- Emotion Eater: Like all Changelings.
- Modest Royalty: As much as centuries of tradition allow him to be.
- Must Have Caffeine
- Narrative Profanity Filter: When he's narrating the story.
- Not a Morning Person
- Properly Paranoid: Played With. His paranoia is entirely reasonable when dealing with changelings, particularly the nobles, but becomes problematic around ponies.
- Smart People Play Chess: Specifically, Swindler's Chess.
- Unusual Euphemism: Swears by the Azure Veilnote .
- Voice of the Legion: When he's stressed he can slip into this.
- What Is This Thing You Call "Love"?: It's been centuries since the Hive of the First Father officially bred out the capacity to love, so he's somewhat flummoxed by the feelings he gets around ponies.
Other Mane Six
The Element of Generosity, she is very keen on getting Twilight hooked up with someone, and the dorky Morpheus is so very available...
- Crazy-Prepared: Did some prepacking at one point while feeling somewhat uninspired. The project has significantly grown from its original scope.
- Drama Queen
- Lady of War: Twilight reckons that if she went the warrior-princess route, she'd easily be the toughest of the Mane Six.
- Nightmare Fetishist: Has some shades of this, reacting much less disgustedly to the more bizarre edge of changeling power.
- Shipper on Deck: Twilight/Anyone. She very quickly becomes fond of Twilight/Morpheus.
- Thinks Like a Romance Novel: Much to Twilight's embarrassment and annoyance.
Element of Honesty, and Rainbow Dash's marefriend.
Element of Laughter.
- Alien Catnip: Her mere presence is this to changelings, due to the sheer force of the joy she gives out.
- The Dreaded: By the changelings, because she just doesn't make sense.
- Offscreen Teleportation: Much to Morpheus' shock.
- The Red Baron: Can be found in the changeling archives under "Anomaly", "Enigma", "Reason's Bane", "The Unsolvable Puzzle", "Logic's End"...
Element of Honesty, and Applejack's marefriend.
- Bizarre Alien Senses: Like all pegasi, she hears the wind, but Rainbow is unusually attuned to it.
- Competition Freak: Enough that it's able to (temporarily, at first) overcome her distrust of Morpheus.
- Dynamic Entry: Rainbow enters the story tackling Morpheus after he accidentally causes an explosion.
- Odd Couple: With Applejack.
- Red Oni, Blue Oni: Somewhat ironically, the Red to Applejack's Blue.
- Super Speed
Element of Kindness.
- Cooldown Hug: Frequently, to Morpheus.
- Disability Superpower: Downplayed, but her weak wings are far more dextrous than the norm.
- The Empath: As part of being the Element of Kindness. This allows her to have a Heart-To-Heartnote with Morpheus.
- The Quiet One: She's quite pleased that Morpheus bothers to listen when she's speaking quietly, as not many others do.
Twilight's Number One Assistant
God of Chaos, and Morpheus' initial contact point for the story.
Twilight Sparkle's castle, which turns out to be sentient.
- Bigger on the Inside: His inside is apparently completely decoupled from the outside.
- Creepy Good: The creep potential of an ever-present observer is fully acknowledged, but Castle is benign enough.
- Deadpan Snarker/Silent Snarker
- Genius Loci
- Haunted House: Becomes one for Nightmare Night.
- Mobile Maze: Can alter his internals apparently at will.
- The Voiceless: Can largely only communicate through written notes. Occasionally in alphabet soup.
- Room Full of Crazy: Paints his walls with Chitri words for Nightmare Night.
A changeling of the Everfree Hive who has been living in Ponyville for some time.
An ex-secret agent in a stable romance with Lyra.
Third Eye/Father Arachne
The Lord of the Everfree Hive.
- Faking the Dead: Lived in Canterlot for a while, but faked his death during Chrysalis' invasion, as he knew he'd never be able to remain hidden in the aftermath.
- The Fog of Ages: He's forgotten much of his history, including, at times, his own true name, Father Arachne.
- Large and in Charge: In his true form, he's massive.
- Really 700 Years Old
- Teleportation Sickness: His portals tend to do this.
- Trickster Mentor: Has used his hive to help Equestria grow strong without ever revealing their existence.
- Un-person: He and his hive were erased from the changeling archives when his father was exiled.
Applejack's big brother.
The zebra shamaness who lives a short way out from Ponyville.
- Cryptically Unhelpful Answer: When Morpheus tries to ask questions of her.
- Emotion Eater: She isn't, probably. But she did learn from one, a Malpractitioner, which feeds off curiosity. Of course, given that no-one's sure whether "Malpractitioner" is a species name or a job title, she could still be one, or just a Malpractitioner's apprentice. And that degree of confusion is entirely normal for dealing with one.
- Power at a Price: There's a cost to her help if it's genuinely magical, part of how Malpractice works. The price we see extracted from Morpheus is "A song, a dance, an unnamed favor~ All to be collected later".
- Rhymes on a Dime: As in canon.
One half of the royal diarchy, she's initially wary of Morpheus.
- Mama Bear: To Twilight.
- Reasonable Authority Figure
- The Woman Wearing the Queenly Mask: Given how important masks are as a theme, it'd be strange if this wasn't in play. The mask notably cracks when the truth about Radiant Dawn, her daughter, comes out.
- Trademark Favourite Food: Her Fanon liking for cake gets a nod.
- Tranquil Fury: Do not piss her off.
Twilight's older brother.
- Brains and Bondage: According to Chrysalis, via Morpheus.
- Death Glare: His standard expression while in the presence of Morpheus.
- Fantastic Racism: Averted, fortunately. He doesn't extend his (entirely justified) grudge against Chrysalis to other changelings. Or at least, he tries. He's still a bit twitchy.
- Knight Templar Big Brother: Double Subverted. He tries not to, but once Twilight and Morpheus actually begin dating, he becomes significantly less friendly..
- Trauma Button: Changelings are one to him, rather reasonably.
- Undying Loyalty
A historical figure.
Hive of the First Father
The former Queen of the Hive of the First Father. Has since taken up residence in the Everfree Forest (apparently) and is a wild card that bounces between helpful and antagonistic by the second.
- Brains and Bondage: To the Squicked out reaction of everyone who finds out.
- Even Evil Has Loved Ones: Genuinely seems to care about Morpheus. Of course, she may be entirely faking it to manipulate Twilight.
- Genghis Gambit: Morpheus thinks she's playing this, giving the Hive of the First Father and the Equestrians a common enemy in herself to help the integration.
- God Save Us from the Queen!
- Hidden Agenda Villain: No-one except her (And maybe Discord, who is convinced she isn't a threat. At the moment.) seems to know what she's actually aiming for during the events of the story (though it's likely to be discovered, from the later-written comments by Twilight).
- Mama Bear: Probably. Drops dark threats on Twilight to keep Morpheus safe.
- Villainous Rescue: Rescues Twilight from the middle of the Everfree.
A changeling nymph in the Hive of the First Father that comes to live in Ponyville, he's the child of Webber.
- Affectionate Nickname: Calls Morpheus "Uncle Mo Mo".
- Children Are Innocent
- The Glomp
- No Biological Sex: They're too young.
- Puppy-Dog Eyes: Something of a master, especially given the advantage of Voluntary Shapeshifting.
- Troubling Unchildlike Behaviour: Their knowledge of romance and sexuality is more than expected for a foal (though, for a nymph, it's entirely normal), which causes some problems with the Ponyville parents.
One of Morpheus' old friends, he comes to live in Ponyville. Of the Infiltrator caste.
One of Morpheus' nymphood friends, she is of the Warrior caste.
- Action Girl: She's a Warrior caste. Do not threaten her charges.
- Berserk Button: Do not hurt Morpheus in sight of her.
- Bodyguarding a Badass: Ends up bodyguarding Morpheus in Ponyville.
- The Consigliere: To Morpheus.
- Honest Advisor: To Morpheus. She's not afraid to tell him when he's being stupid.
- Servile Snarker
- The Stoic: Morpheus drifting away from her wasn't due to her believing him above her, like with Webber and Spi, but her masking her feelings from him.
- Undying Loyalty: To Morpheus, not the Hive. It takes a little while for him to quite grasp this.
A changeling Analyst, he's an old friend of Morpheus'.
An infiltrator who tries to assassinate Twilight. Morpheus turns him.
- The Atoner: Has a lot of blood on his hooves. His murder of Twilight was to be his penance, but he has a different path now.
- Death Seeker: Before Morpheus gave him hope he was resigned to passing the Azure Veil.
- Even Evil Has Loved Ones: Has a son who recently underwent the Chrysalling to become a Lord.
- HeelFace Turn: When he learns that Morpheus' success is genuine, it gives him hope for the future, and makes him an ally of Morpheus.
Echo, Echoe and Ekho
Three Harvesters of the Hive of the First Father who come to live in Ponyville.
Lady Antiquity Antipathy
Head of House Antipathy, a changeleing with a dangerous reputation.
- Black Widow: Has this reputation.
- The Cynic: Firmly believes that only pawns make friends.
- Knight of Cerebus: Her arrival kicks off the Manehattan riots.
- Master Poisoner: House Antipathy has this reputation, and it's deserved.
- Prim and Proper Bun
- Self-Made Orphan: Entered her second Chrysalling when she poisoned her mother.
- Shapeshifting Seducer
- Smug Snake
- Spot of Tea: Her secret recipe is rather good. A shame it's also usually poisonous.
- Woman Scorned: Hates Morpheus because he resisted her attempted seduction and proved unconscionably idealistic.
- Worthy Opponent: Considers Twilight this.
An ancient Changeling prince, he courted Radiant Dawn and lost his wings for his trouble. While she nursed him to health, they fell in love.
- Colony Drop: How he leaves the story.
- Dying as Yourself: His last lucid thoughts are his decision to save Radiant. No matter what.
- Florence Nightingale Effect: The crush only solidified into true love when he was cared for by Radiant.
- Heroic Sacrifice: To save Radiant Dawn from being devoured by the Love Poison's corruption.